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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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HL&P CAPITAL TRUST I
(Exact name of registrant as specified in its trust agreement)
DELAWARE 52-2012189
(State of incorporation or organization) (I.R.S. Employer Identification No.)
200 WEST 9TH STREET PLAZA, BOX 2105
WILMINGTON, DELAWARE 19899
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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8.125% TRUST PREFERRED SECURITIES, NEW YORK STOCK EXCHANGE
SERIES A (AND THE GUARANTEE WITH
RESPECT THERETO)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The class of securities to be registered hereby is the 8.125% Trust
Preferred Securities, Series A (the "Securities") of HL&P Capital Trust I, a
statutory business trust created under the laws of the State of Delaware (the
"Trust"). The Securities represent undivided beneficial interests in the assets
of the Trust and are guaranteed by Houston Lighting & Power Company, a Texas
corporation ("HL&P"), to the extent set forth in the form of the Guarantee
Agreement by HL&P to The Bank of New York, as Guarantee Trustee (the
"Guarantee"). The Guarantee is incorporated by reference to Exhibit 4.8-B to
the Registration Statement on Form S-3 (the "Registration Statement") of HL&P
and the Trust (Registration Nos. 333-20069 and 333-20069-1) filed with the
Securities and Exchange Commission (the "Commission") on January 21, 1997. The
Registration Statement became effective on January 27, 1997.
For a description of the Securities and the Guarantee, see the
information set forth (i) under the captions "Description of Securities" and
"Description of the Guarantees" in the prospectus dated January 27, 1997 (the
"Prospectus") filed with the Commission pursuant to Rule 424 under the
Securities Act of 1933, as amended ("Rule 424"), on January 27, 1997 and (ii)
under the caption "Certain Terms of Series A Preferred Securities" and "Certain
Terms of Series A Guarantee" in the prospectus supplement dated January 30, 1997
(the "Prospectus Supplement") filed with the Commission under Rule 424 on
January 31, 1997, which description is incorporated herein by reference. Any
statement contained in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes hereof to the extent that
another document incorporated herein by reference modifies or supersedes such
previous statement.
ITEM 2. EXHIBITS
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The Securities are to be registered on the New York Stock Exchange, on
which no other securities of the Trust are registered. Accordingly, the
following exhibits required in accordance with Instruction II of the
"Instructions As To Exhibits" to Form 8-A have been duly filed with the New York
Stock Exchange. Each exhibit was previously filed as indicated with the
Commission and is incorporated herein by reference.
Exhibit
Number Description of Exhibit Method of Filing
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1(a) The Prospectus and the Prospectus Filed pursuant to Rule 424 in
Supplement connection with the Registration
Statement.
4(a) Certificate of Trust of the Trust Filed as Exhibit 4.3-A to the
Registration Statement.
4(b) Trust Agreement of the Trust Filed as Exhibit 4.4-A to the
Registration Statement.
4(c) Form of Amended and Restated Filed as Exhibit 4.5-B to the
Trust Agreement of the Trust Registration Statement.
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Exhibit
Number Description of Exhibit Method of Filing
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4(d) Form of Junior Subordinated Filed as Exhibit 4.1 to the
Debenture Indenture between HL&P Registration Statement.
and The Bank of New York, as
Trustee
4(e) Form of Supplemental Indenture to Filed as Exhibit 4.2-B to the
Junior Subordinated Debenture Registration Statement.
Indenture
4(f) Form of Subordinated Debenture Filed as Exhibit 4.7-B to the
(contained in the Form of Registration Statement.
Supplemental Indenture)
4(g) Form of Guarantee Agreement Filed as Exhibit 4.8-B to the
Registration Statement.
4(h) Form of Preferred Security Filed as Exhibit 4.6-B to the
(contained in the Form of Amended Registration Statement.
and Restated Trust Agreement)
4(i) Form of Agreement as to Expenses Filed as Exhibit 4.9-B to the
and Liabilities (contained in the Registration Statement.
Form of Amended and Restated
Trust Agreement)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
HL&P CAPITAL TRUST I
By: Houston Lighting & Power Company
Depositor
Date: January 30, 1997 By: /s/ Hugh Rice Kelly
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Hugh Rice Kelly,
Executive Vice President,
General Counsel and Corporate Secretary
